Helvetia invites shareholders to extraordinary Shareholders’ Meeting

On 17 September 2014, the shareholders of Helvetia Holding AG will decide on the capital increase required for the takeover of Nationale Suisse at an extraordinary Shareholders’ Meeting. Moreover, exponents of Nationale Suisse will be proposed for election to the Board of Directors.

20.08.2014

The extraordinary Shareholders’ Meeting will be held on 17September2014 in St. Gallen, Switzerland. The invitations will be sent out to the shareholders today. Under agenda item 1, the Board of Directors proposes to the shareholders to create authorised share capital amounting to up to CHF130,000 under exclusion of the subscription rights of the previous shareholders. Within the scope of the public purchase and exchange offer, these additional shares (maximum number: 1.3 million/15percent of the previously issued shares) will be offered to the shareholders of Nationale Suisse. This share component is a key element of the takeover offer, as it also offers the shareholders of Nationale Suisse access to future appreciation potential.

The Board of Directors and the Management of Helvetia are convinced of the strategic and economic success of the takeover and recommend the Helvetia shareholders to support the offer. The intended collaboration reflectsthe Group’s continuing excellent financial funding and will increase its earning power. The takeover will further strengthen the dividend potential. Shareholders, customers and employees will benefit from the new presence on the home market and the strength and dynamics created on overseas markets.

Under agenda item 2, the following exponents of Nationale Suisse will be proposed for election to the Board of Directors: Hans Künzle (CEO Nationale Suisse), Andreas von Planta (Chairman of the Board of Directors of Nationale Suisse) and Balz Hösly, Peter A. Kaemmerer and Gabriela Maria Payer, all members of the Board of Directors of Nationale Suisse.

According to the articles of association, which have already been adapted to the Ordinance against Excessive Remuneration (ERCO), the fixed remuneration of the newly elected members of the Board of Directors is to be approved by the Shareholders’ Meeting.

Offer period to begin on 25 August 2014
On 8August2014, Helvetia submitted a public purchase and exchange offer amounting to CHF80 for each Nationale Suisse share to the Nationale Suisse shareholders. For the shareholders of Nationale Suisse, the offer period will begin on 25August2014 and will most likely end at 4 p.m. on 19September2014. The prospective date of settlement of the offer and exchange is 20October2014.